One big problem
by Looneyman1933
Summary: Looney and Silly have found a problem that only they could solve. And it's not an everyday problem. Involving dragons, lions, wishes, altering of reality, and pens. That last one is more important then you think.
1. Chapter 1

Prologue

**A/N: First off, if you haven't read my story 20th century classic revival: tiny toons edition, you might be a bit confused. Secondly, you don't have to read it to understand this story. And lastly, I own nothing but the plot. The rest all belongs to the Walt Disney corporation. And enjoy! **

"Are you sure about this?" The boy asked.

"Silence! Never question my plans boy." Said the scraggly brown lion beside him.

"It's just... I'm not used to this villain bit." The boy said.

"How many times do I have to tell you? We are NOT villains."

"Says the guy who killed his own brother."

"And you know very well I could do the same thing to your family."

"Why don't you just kill me and get it over with?"

"Because you wouldn't do anything if that was my threat. I need you, you're power is exceeded by no one"

"Well, actually-"

"Silence!"

The lion's green eyes seemed very powerful, possibly having to do with the fact he had been dead a few hours before.

"Ah! There it is!" The lion said as he saw a big book in front of him. "The book of Disney, with every stupid hero, happy ending, and annoying song."

"Didn't you sing one of those 'annoying songs'?"

"That is beside the point!"

"Then what are you going to do?"

"Rewrite it."

"I'd think we'd get caught before you finish."

"No, you nitwit! I am just going to rewrite the endings, where the people who deserve to rule will get their chance! And before you say another stupid questions, all I need is the movies."

"49 endings is still a lot."

"50"

"No, 49, there really isn't an ending in Fantasia, unless..."

"You catch on quick."

"There are so many flaws in this plan, you don't even have thumbs!"

"You do."

"No, I will not do it."

"Fine, then you won't see you're family again... Alive."

The lion handed the boy a pen, with other names, but also 'Walter Elias Disney'.

Looney Terrence Une looked at the pen, wondering how he got into this mess.

**A/N: R&R please!**


	2. Chapter 2

24 hours earlier in real time

Looney and his sister Silly were having a great day. In fact, this is pretty much how it went:

Looney and Silly were in the bathroom, brushing there teeth.

"Everything is great,

Everything is grand,

I've got the whole wide world in the palm of my hand." Looney sang.

"Everthing is perfect,

it's falling into place,

I can't seem to wipe this smile off my face." Silly sang.

"Life's a happy song,

when there's someone by my side to sing along!" They both sang.

Silly stood on top of an unsturdy mishmash of things to a cereal cabinet.

"When you're alone,

It can be a bit rough,

it makes you feel like you're three feet tall

When it's just you,

Well times can be tough,

When there's no one there to catch your fall."

Silly fell, only to be caught by Looney.

"Everything is great

Everything is grand,

I've got the whole wide world in the palm of my hand" sang Looney.

"Everything is perfect,

It's falling into place,

I can't seem to wipe this smile off my face!" Sang Silly.

"Life smells like a rose," they sang

"With someone to paint," said Silly in front of a canvas.

"And someone to pose." Sang Looney in a thinker pose.

"Life's a piece of cake" sang the two on a bike.

"With someone to pedal," sang Looney.

"And someone to break." Sang Silly.

"Life is full of glee." They sang on a see saw.

"With someone to saw," sang Looney as he went down.

"And someone to see" sang Silly.

"Life's a happy song,

When there's someone by my side to sing along!"

The two then sang as they ran out of their house together:

"I've got, everything that I need,

Right in front of me,

Nothing's stopping me,

Nothin' I can't be

With you right here next to me."

"Life's a piece of cake," sang a baker.

"With someone to give," sang Looney.

"And someone to take." Sang Silly, taking a comically large cake and fell down.

"Life's a piece of pie." Said another baker.

"With someone to wash," Looney sang.

"And someone to dry." Sang Silly.

"Life's an easy road." Sang some road workers.

"With someone beside you to share the load." The two sang.

"Life is full of highs" sang a hippie.

"With someone to wash," sang a Chinese restaurant worker.

"And someone to dry!" Sang another.

"Life's a leg of lamb," a butcher sang.

"With someone beside you to lend a hand!" The two sang.

"Life's a bunch of flowers," sang a florist.

"With someone to while away the hours!" The two sang.

"Life's a fillet of fish!" Sang a fish shop owner.

"Erm... Yes it is." The two sang.

"Life's a happy song, when there's someone by your side to sing along!"

"I've got everything that I need," sang the town.

"Right in front of me,

Nothing's stopping me,

Nothin' I can't be

with you right here next to me!

I've got everything that I need-"

"RIGHT IN FRONT OF ME!" Looney sang very loudly.

"Sorry, I got super excited."

The town started singing again:

"I've got, everything that I need,

Right in front of me,

Nothing's stopping,

Nothin' I can't be

With you right here next to me!

You've got everything that you need,

Right in front of you,

Nothing's stopping you,

Nothin' you can't do,

Got the world in front of you.

Life's a happy song, when there's someone by your side to sing,

Life's a happy song, when there's someone by your side to sing,

Life's a happy song, when there's someone by your side to sing along!"

The pair got in the car and started driving out of town.

"They're gone!" Someone shouted among the crowd.

Now, since we know you're wondering, the two were on their way to Disneyland. The two were already discussing where they would go first.

"Space mountain? California screamin'? Haunted Mansion?" Looney suggested.

"Sounds nice." Silly said.

"Aren't there any attractions you want to go to?"

"Well, I wouldn't mind visiting Mickey's house in Toon Town for a little bit."

"Then we'll go there first."

"But remember," said their mother,"We'll be checking up on you every hour."

"On the hour!" Their dad said.

"Oh, hey, did we tell you about the musical number we got the town to do?" Silly asked her parents.


	3. Chapter 3

We're going to (the) disney world!

King Mickey had a problem. A problem so big, he hadn't had one since Walt was alive. Walt had been the one to save them then, but now they needed someone equally creative and inventive. And a little bit odd.

King Mickey woke up the magic mirror.

"Mirror, we need two people from the real world to fix our problem. Do you know anyone?"

"Two heroes will stop our doom

A Silly Sym. Phonies, and a Looney T. Une.

One will be more powerful than the other,

Though I cannot tell which, sister or brother."

"Are they anywhere Disney related? So you can send a message for me?"

"King Mickey, yes I can,

For their in your house at Disney land."

"Hot dog! Now, I need you to send a note."

"So, you think Mickey ever drops by his house?" Silly asked.

"Nah, he lives in a castle! He's a king!" Looney answered.

To passers by, they would have thought it was an imaginative little girl and her big brother playing along. But Silly and Looney knew cartoons were real, as they had entered the world of Tiny Toon Adventures before, so they were sure that Mickey Mouse existed too.

Suddenly, the mirror next to them started to act up all weird.

It then showed Mickey Mouse himself.

"Silly! Looney! I need your help. Our world is in danger, and I don't know who else to call." Mickey announced.

"Ghostbusters!" A little kid called from behind them.

"Sweetie, what are you talking about?" His mother asked.

"Mickey Mouse is in the mirror, Mommy."

"Honey, there's nothing there." Said the mom as she pulled her child out of the house.

"She doesn't believe." Silly told Looney.

"The point is," Mickey continued, "That you two can save our world. However, I would like to advise you that we don't know exactly what might happen, so if you don't want to come, I understand."

"Silly, are you thinking what I'm thinking?" Looney asked.

"How do we get there?" Said Silly.

"The way Alice did."

And so, the two stepped through the mirror.

"Mommy! Two kids just stepped into a mirror!"

"Get over here, Billy!"


	4. Chapter 4

A whole new world (to us)

Silly and Looney were surprised to see that there was a 4 foot mouse standing in front of them, who didn't look like a mouse from the real world. He was dressed in a red shirt and blue shorts, unlike they were expecting.

"Mickey Mouse!" The two shouted.

"Yes, that is my name." Mickey replied.

"Um, we didn't know you'd be greeting us personally, Mr. Mouse." Silly said.

"Who's you think, Zazu?" Mickey joked.

"No, your highness, er, mousiness, er, famousness, er..." Looney started rambling.

"Please, just call me Mickey." The mouse king replied. And don't you say a thing about the nutcracker!

"Yes, Mickey." The 14-year-old replied.

"So, I've always wondered, Mickey. If you're king, what exactly do you do?" The eight-year-old asked.

"Silly!"

"It's quite alright." The king replied. "I take charge for any problems that effect more than one world"

Mickey stopped for a second, looking at the window instead of at the children.

"Have you ever heard of Scar?" Mickey asked.

"Yes, but he's dead." Looney said. He felt a small shudder, but thought nothing of it at the time.

"Well, then his ghost is here." The king said.

Looney and Silly were slack jawed. Scar, the villain who had killed his own brother just to get what he wanted, was still roaming about?

Looney could've sworn he heard a small, deep chuckle in his head before the mouse said his next words.

"I need you two to investigate, and solve the problems there might be"

For one small moment, Looney felt like pushing the mouse out the window and burning the whole castle down. Then it was gone.

"Yes, Mickey."

A scraggly brown lion emitted a small, deep chuckle from his throat.

"Soon, Looney. You will be mine. Just my slave."


	5. Chapter 5

The great mouse's detectives

"Magnifying glass?"

"Check"

"Bubble pipe?"

"Check"

"Fresh meat?"

"What?"

"I mean... Sherlock Holmes hat?"

"Check, but how did you-"

"Stay focused, Silly!"

"But-"

"Clues!"

Looney and Silly were in the world of Lion King, knowing that would be the best place for clues. Suddenly an alarm beeped.

"What was that?" Silly asked "has it been an hour?"

"No, that was the time we were supposed to arrive in Disneyland."

Looney answered.

"Times been going... Backwards?"

"No, my watch's going all wonky. Time is never clear around here unless shown on a clock, like Peter Pan or Great Mouse detective, and I'm pretty sure the protagonists both changed those ones."

"Peter Pan, I don't remember much of Basil."

Looney looked with the comically oversized magnifying glass for clues, while Silly was trying to figure out exactly how time worked here and why her brother craved fresh meat. The animalistic craving frightened her much more than confusing concept of time in this world.

In fact, Silly was sure her brother had been acting more like an animal since he entered this world. An evil animal. She could have sworn at least a dozen times before they left Looney looked at Mickey like prey or like he wanted to...

Silly shook the thought from her head.

"Find a clue yet?" She asked.

"Lion tracks and brown fur." Her brother answered.

"Kovu, probably, huh?"

"Yeah." Looney sighed

"What?"

"Well, I'm kind of hoping it's not."

"Why?"

"It'd mean back to a regular day, and... I want adventure!"

Silly looked at her brother.

"But even here, my wishes won't come true." He said.

"Do you want to talk about it?" His sister asked.

"No."

"Do you want to sing about it?"

"Yes"

If you listened very closely, you could hear the sounds of nature changing into perfect music for the song.

Looney sang.

"Do you believe in miracles, in dreams come true?"

Then Silly sang

"In wishes, and magic? Why, yes I do."

"It's all just fake to me it would seem."

"Why don't you believe in a real dream?"

"Not really, but every day-"

"I think it's not right what you're going to say."

"-A dream is broken, a wish won't come true."

"Because you just wait for it and there's nothing you do.

Look at all those stars,

Very, very far.

We know the magic in them alright

We see them every night

Everywhere I can say

When it isn't day

Maybe that's why there magic

But if there's nothing you do,

Magic won't just come to you

You have to work a bit

Use your smarts and wit

And you're life won't come out tragic.

No matter what you see

I will always believe"

Looney looked at her sister, but were his eyes green for a second?

A/N: that was a song I made. I'm going to call it 'the believing song' or maybe, 'magic' whichever floats your mark twain boat


	6. Chapter 6

Between two worlds

The lion kicked a rock

"Headed on to Shere Khan's territory, they're gonna get killed before I need them to.

Do I really need to kill him?

Of course!

I've got a feeling that would put a damper on the plan.

Oh, shut up!"

A small field mouse was looking at the lion he had met once, wondering how the lion had gone so insane.

"You there!" The lion pointed at the mouse. "Bow before me!

Oh leave him alone, he's a harmless mouse.

He should bow before a king!

Don't listen to me, I'm a bit crazy, schizophrenia and all.

Man I wish I could separate from you.

Well, what's stopping you?

The laws of physics?

It's Disney, physics don't apply."

At this point, the mouse wasn't sure whether to run away or stay and watch the rest.

"Well, then, why don't you just leave.

Fine!"

The mouse couldn't believe what he saw next. The lion split in to two lions. One looked grimmer, and darker and had a scar over his left eye. But the other looked happier and lighter, and his face was scarless.

"Oh, thank you, thank you, thank you, thank you." The happier lion replied.

"Shut up, Taka." The grimmer lion replied.

"But you have no idea how good it feels to be free, Scar!" Taka replied.

"You're thanking the one who imprisoned you, and took you to an undeserved grave?"

"Yes!"

Both Scar and the mouse looked at Taka in disbelief.

"You are an idiot." Scar replied.

"Oh no, I'm just the good side. Now, if you excuse me, I've got people to save" Taka stated.

"Person, we only need one."

"Do you know how horrible it is lose a family member?"

"It's not that bad."

"I'm getting out of here, Claudius."

"Wait, who?"

"Ow!"

"You OK. Looney?"

"Yeah, Silly. Just got a splitting headache."

Off in the distance, a rimshot sounded.

"I see nothing funny about this." Looney stated.

"Hey, does this jungle look different?" The boy asked.

"How?" His sister asked in return

"Kind of like The Jungle Book"

"Oh I see it."

"Disssssney, Kipling. Definitely Kipling! He made me a hero. Though, to be fair, Walt did ssssay it was barely basssed on the book."

"Silly! That's Kaa!"

"I hear you, but I'll let you passss man cub. You know, Shanti left a book here the other day, called The Jungle Book. It wassss by sssssomeone in their village who wassss very interessssted in Mowgli'ssss adventuressss. He made me a hero! But Walt made me a villain. You know, in thessse circumstancessss I'm not really sure who created me, or what I'm ssssupposed to be."

"Poor snake.". Looney said. "Hey, maybe he could come with us. His hypnosis could come in handy."

Silly slapped her brother.

"Looney, he's Kaa! An evil snake!"

"But Silly, he's got hypnotism. Don't think if he wanted to trick us he'd do it with that?"

"He'ssss got a point."

"But he also is a living being with feelings."

Silly sighed in defeat.

"Fine." She said.

"Kaa come on down."

The snake came on, but he slumped very sadly.

"Are you sure you want me to come?"

"Yes, but..."

"But what?"

"I just realized you can't be following us as a snake."

"What do you want me to follow you as? A mongoosssse?" The python shuddered "I jusssst remembered a ssssstory in there called Rikki Tikki Tavi. Do not let mongoosssessss near me. Except Mungo."

Looney started searching through his pocket, but all he can find was a pen.

"You have the powerful tool?" The python asked.

"What?" Looney asked.

"That's a real Powerful Energy Neutralizer/changer."

"Those are just the initials for 'pen' in odd words."

"A pen from the real world. Why you could change the entire Book of-" Kaa caught himself.

Before Looney could even ask what was going on, a roar was heard and he saw himself face to face with the jungle's most well known...panther.

"Oh, thank goodness. It's just Bagheera." Looney stated.

"What are you doing here man cub?" Bagheera asked. Then the pen caught his eye. "And what is that glorious man thing?"

"Trouble, isss what it isss. Do you not remember lassst time?" Kaa answered.

Looney and Silly knew what Kaa was talking about. The time that Bagheera had found a pocket watch when he was a cub.

"But it's so-"

"Dangeroussss. That thing isssss powerful. It could change the entire jungle with one click."

"One click?" Looney asked. "I'm pretty sure it's not-"

"No!"

But it was to late. Looney had clicked the pen, and a beam of light fired at the python.

"Kaa! Are you alright?" Looney asked.

"I guess." Kaa answered.

"Maybe all it did was get rid of that little hiss."

"I hope so. I don't feel any different anyways."

"Kaa?"

"Yes?"

"Try your hypnosis."

The python tried, but could not even make his eyes change color.

"Ah! You idiot! You took away my hypnosis."

"I can fix this, I can fix this!" Looney clicked the pen.

Unfortunately, it hit Bagheera.

The panther was suddenly filled with hate. All of Shere Khan's ideas made sense. The blackness of his coat had slipped into his soul.

"Bagheera?" The boy asked. "Are you all right?"

"I've never felt better, man cub."

"I'm so sorry."

"Don't worry, you're about to make up for it."

"Bagheera? Why do you sound so ominous?"

The panther started stalking up on the trio.

"What are we going to do?" Looney asked.

"Oh maybe I could hypnotize him. Oh, wait I CAN'T!" The python said sarcasntically .

"There's no need to be rude."

"Why not just click you're pen, and make it all better."

"Fine, I- oops. Uh-oh."

The 'oops' came from Looney dropping the pen. The 'uh-oh' came from Bagheera grabbing the pen with his tail.

"Well, Kaa. How would you like to be under my spell?" The panther asked.

"I-er- wouldn't." The python answered.

Suddenly, a roar came from behind the bushes. A scraggly brown lion came out.

"Looney! I found you, you need to come with me." The lion replied.

"But I need to get that pen!" The boy argued.

"I'll get it brother." The girl said, "I'm pretty sure this has to do with what the king really sent us for."

"Oh, to tell you the truth, I lost the trail over an hour ago, bye!"

"Wait, what?"

And so, Looney went on, not knowing what trouble he would get in to. And realizing how great of a big brother he was, leaving his little sister in a dangerous jungle to deal with an evil panther, possibly a man-hating tiger, with the only guidance of a clumsy snake and, possibly, a lazy bear.

Looney's head slumped against the lion's mane, and he suddenly felt happier. Elated. Almost like he was thinking the happy lion's thoughts...


	7. Chapter 7

Be Prepared

"Hey!" Silly yelled, chasing the pen the two jungle cats were playing keep away with. Shere Khan had joined, but the pen actually lessened his evil and only made him mischievous. As for Bagheera, she was sure he was just doing this to insult her intelligence.

Kaa couldn't help. Bagheera had used the pen to make Kaa very stubborn so Kaa would only respond to his name. Bagheera had also made it so Kaa couldn't remember a sentence with his name in it.

He couldn't do anything to Silly, though, because she was from the real world.

"Come on!" The girl shouted, but being a little eight year old girl doesn't do much to help with the strength of jungle cats tails.

Silly wondered if her brother had gotten the easy job.

Silly, as she would later learn, was wrong. Looney had been where a mouse was, but he was a field mouse standing next to a lion. Taka had led him back to Scar's den.

"Scar, buddy, I'm back!" Taka declared.

"What do you mean you're back, Taka?" Scar asked.

"I've returned? Do I need to speak smart to you, or do you not understand simple?"

"Was that a compliment, or an insult?"

"If you took it as an insult, I'm so sorry."

"Silence! Did you bring the boy?"

"He's right here."

The boy in question slipped down the lion's back, very happy.

"So, boy. Care to join us in a plan?" Scar asked.

"You know, you remind me a lot of a coyote I know." Looney stated.

"Ugh. You poisoned him with your happiness."

"Nothing's bad about being happy!" Taka replied "Like, Happy Days, happy new year, happy e-"

"Do not finish that word if it is 'endings'" Scar replied, then touched Looney's head, filling it with hate, anger, and thirst for revenge.

Then Taka touched the boy's head, and he was suddenly equally balanced.

"What on Earth- Scar!" The boy exclaimed. "And... Is he your cousin?"

"Nah, I'm him." Taka asked.

"You split in two?"

"Yes! How'd you know that?"

"Stranger things have happened."

"Silence! Now Looney, I'm afraid I'm so tired, but I need something done." Scar interrupted.

"Why would I ever do anything for you?"

"I am going to ask my nephew for forgiveness."

"I'm not buying it."

"Fine then, I can give you everything you ever wanted."

"All I need is what I have. I could die today with no regrets. I mean, I've got a roof over my head, food and water, a loving family-"

"Ha! You've given me something I need, what if that family was gone?"

"What? My family is the most important thing I have! W-would you at least kill me with them?"

Scar was shocked anyone would want to be killed for any reason.

"Of course I wouldn't!" Scar shouted.

"It'd be an act of mercy, but you don't know the importance of family! Am I right Mr. Kill-my-own-brother,try-to-kill-my-nephew, then-gets-killed-because-my-lack-of-loyalty-is-a-fatal-flaw!" Looney stopped to breath before he realized something,"How have you come back to live? And controlled my mind?"

"For the first one, I couldn't tell you if I wanted to. I'm not sure exactly how it happened. For the second one 'When you wish upon a star, it doesn't matter WHO you are, ANYTHING your heart desires will come to you'"

"You wished to control my mind?"

"I wished to be an all-powerful being." Scar said, putting a finger on Looney's head, again filling him with hatred.

"Oh, and before you get any ideas on killing me, know I'll be transferred to Taka. Poor, sweet, innocent Taka."

That snapped Looney out of his hatred. Why Taka didn't leave the evil lion after he said that. Then he realized that Scar's most well known trait was treachery, meaning Taka must have been very loyal. The boy felt bad for the lion.

"On one condition." The boy stated.

"Anything." The lion replied.

"You take me to the wishing star."

The lion was silent for a second.

"Fine," he replied, "but, if I may ask, what are you going to wish?"

"If I tell you, it won't come true."


	8. Chapter 8

I wanna be like you

Silly was starting to get annoyed. Actually she had passed 'annoyed' hours ago. Then she had slipped into irritated, frustrated, mad, angry, and now was full on furious.

At least, she thought it was hours. Time she still couldn't make sense of.

Frankly, why Bagheera kept this up she couldn't tell. Bagheera could've just run off with the pen.

But then again, who was she supposed to ask for who could even give her more hope?

"Look for the,

Bare necessities,

The simple bare necessities,

Forget about your worries and your strife!"

Silly was sure after hearing the voice that her prayers had been answered.

"I mean the,

Bare necessities,

It's mother nature's recipes,

For the simple bear necessities of life!"

A big blue bear came out of the bushes, suddenly staring at Silly.

"Well now, I ain't seen clothes like yours, before."

Silly silently cursed herself for not realizing that her clothes might not be of the right time period.

"Well, a trend's a trend. Hey, you look like you're in need of some assistance."

"The... Panther stole my pen." Silly said, making sure the bear didn't know that she was real.

"Well, why Baggy would steal, ain't makin' sense to me. But I'll get it back." Baloo said.

It was too easy for the bear. While Silly pretended to try to get it, he took it out of Khan's tail.

"There, but why do you need this?"

Baloo asked.

The two jungle cats started stalking up on them.

"Run first, ask questions later. Grab Kaa!" Silly yelled.

"Are you sure?"

"Just do it and run!"

And so, they did.

The boy and the two lions had walked into France. Of course, the first thing Scar had done was make them appear as if they belonged there. Of course, that made the lions turn into humans. Scar was an adult, making sense both because a child was with him and because he technically was an adult, with dark skin and, for some reason, short hair. His eyes were still green, with his namesake over the left eye.

Taka could easily pass for his twin brother without the scar.

"The prince and princess are coming!" Someone shouted.

"We have to get out of here, now!" Scar shouted.

"Why?" Looney asked.

"Good and evil don't mix, boy. All evil in this world's supposed to be eradicated!"

"Eradi- what?" Taka asked.

"It means gone." Looney explained.

"I hope we get to Italy soon." Scar said, in the same tone he insulted the ideas with.

Cogsworth stood in front of them.

"Now presenting, Princess Belle and Prince Adam." He said.

"Hey, Cogsworth." Lumiere said. "Do you have a feeling something is not-er-right?"

"Now that you mention it, yes." Cogsworth stated.

"Run, run, run!" Scar started saying.

Before he was completely pushed out, Looney saw some thing scratched on the walls.

'No one comes back to life like Gaston!'

Looney hoped it was a joke.


	9. Chapter 9

When you wish upon a star

"So, why do you need a pen and a snake fer?" Baloo asked.

"I need to get to the wishing star!" Silly said, not even realizing what she'd blurted out.

"From Pinocchio?" Baloo asked, not realizing what he'd blurted out either.

"Yeah, I need to wish to get to my brother."

"You know, you only get one wish, are you sure that'll be it?"

"Positive."

"Well, I know a shortcut. We'd get there a little faster."

"If you'll excuse me, I hope I can wish for my luck to change." Kaa stated.

"Does telling a wish really mean it won't come true?" Silly asked, realizing her wish might become futile.

"Not 'round here. Don't matter what, wish on that star, and it comes true." Baloo answered.

"Perfect" both said in unison.

Looney found evidence that more Disney villains were alive again. Not just the stupid and pathetic ones, but the cruelest and most threatening. Like the one he was traveling with.

They were in a land between Italy and wherever Sleeping Beauty took place. Scar and Taka had changed back into lions. Of course, in Br'er land, as the lions called it, Looney had to be changed. He was a rabbit which was O.K. For a bit until...

SNAP! Looney got caught in a trap.

"Oh, I got him Br'er Bear, that Br'er Rabbit is mine!" Br'er Fox shouted.

"Hey, this ain't Br'er Rabbit, it's some other rabbit!" Br'er Fox said, looking at Looney.

"Well, a meal's a meal." The fox shouted.

Looney thought of something. He coughed very hard and loud.

"What's a matter with you?" Br'er Fox asked.

"I've got this (cough) really bad disease Br'er fox. It's very deadly and (cough) very contagious. Please just (cough) put me out of my misery."

"Ew, I ain't eatin' nothin' that's gonna kill me." The fox put the rabbit down, and it quickly scampered away to be with the lions that forgot him.

"Hey, where were you?" Taka asked.

"Oh, you know, just almost getting eaten by a fox!" Looney shouted.

"Better what did happen than what almost happened, I always say."

Looney turned to see...

"Br'er Rabbit!" Looney shouted.

"Yeah, I can tell you don't have much time on yer hands, but I just wanted to congratulate you on yer witty escape."

"Thanks." And Looney hopped off.

"So that's what you wanted to see?" Baloo asked, at the wishing star.

"Yeah." Silly said.

"Here is what you wanted." Scar said.

"Thanks," said now human Looney. Than he noticed a small figure in the shadows, right when it noticed him.


	10. Chapter 10

My friends from another side.

"Silly!" Looney said, running to his sister.

"Looney!" His sister shouted.

The two ran up and hugged.

"What are you doing here?"

"I got the pen!"

"You know how to use it, right?"

"I haven't tried."

"Maybe you could get me out of a little deal." He said, pointing at the lions.

"Why not just wish for it?"

"Because, Silly, I already have a wish in mind."

Looney walked up to Taka.

"Taka, could you make a wish yourself?" The boy asked.

"No," the lion answered "Scar already wasted our wish."

"Not exactly."

Looney walked up to the star.

"I wish that Taka was free from Scar."

Suddenly, Taka felt a pain in his mind. He could feel the emotions he couldn't before. And he would still be Taka, but would be able to feel sadness, anger, and fear.

And it also half-freed Looney, but Scar still had a grip on his mind.

"Looney? You made a wish for me?" Taka asked.

"You couldn't make one yourself." The boy answered.

"Thanks, but now I have to find someone." And the lion went running off to the Pride Lands.

"Oh, this is just rich," Scar said. "You didn't realize you could use your wish to get out of our deal?"

"I realized, Scar." The boy answered.

"You must be kidding!" Scar said, starting to laugh.

"No, Scar, I'm quite serious. Now, Silly!"

Before the girl could make her wish, Scar pounced on her.

"Let me show you what happens when you plot against me." Scar said, lashing out his claws.

"NO!" The python came out, and started squeezing the lion. Unfortunately, the lion was all-powerful, and had the python on the ground in a matter of seconds. Then he gave the python many slashes, even though one would do the job just fine.

"There, that makes my point." The lion said.

The girl and the bear were too stunned to speak.

"Baloo, could you wish him back?" The girl asked.

"I'm afraid I wasted my wish on being able to see Mowgli again." The bear answered. "As you can imagine, it took me a while to find it."

"Then I wish Kaa was back alive." Silly said, before even realizing what she had said.

Kaa had been back to life, but Silly's wish was wasted.

And Looney was gone.


	11. Chapter 11

Poor Unfortunate Souls

"I am so sorry you had to waste your only wish for me, Silly. But maybe I can free Looney!" Kaa said, grateful to the girl.

"Won't do no good Kaa." Baloo told him.

"And why is that?"

"Because you need a wish more right now." Silly answered.

"What? Just because I wanted to wish for me to have better luck... Oops." Kaa said, realizing what he had done.

His luck would soon change for the better, but he had wasted their last chance to free Looney.

"Stupid blue fairy." Kaa said.

"Perhaps I can help." Said a voice.

"Malificent!" Silly shouted, "Why would you help us?"

The evil fairy simply smiled,

"I admit that in the past I've been a nasty,

They weren't kidding when they called me, well a witch.

But you'll find that nowadays

I've mended all my ways

Repented, seen the light, and made a switch

To this" she sang

"Why do I find that so hard to believe?" The girl asked.

"And I fortunately know a little magic

It's a talent that I always have possessed

And dear lady, please don't laugh"

"I'll try not to."

"I use it on behalf

Of the miserable, the lonely, and depressed

Poor unfortunate souls

In pain, in need

This one longing to be thinner

That one wants to get the girl

And do I help them?

Yes, indeed

Those poor unfortunate souls

So sad, so true

They come flocking to my cauldron

Crying, "Spells, Malificent, please!"

And I help them!

Yes I do

Now it's happened once or twice

Someone couldn't pay the price

And I'm afraid I had to rake 'em 'cross the coals

Yes I've had the odd complaint

But on the whole I've been a saint

To those poor unfortunate souls "

"Your name literally means wicked!"

"Right, but I am going to make you a deal. Your brother for your imagination"

"Why would you want my imagination?"

"Do you want to have your brother or not?

Come on you poor unfortunate soul

Go ahead!

Not much time!

I'm a very busy woman and I haven't got all day

It won't cost much

Just your mind!"

"That's pretty big."

"You poor unfortunate soul

It's sad but true

If you want to cross the bridge, my sweet

You've got the pay the toll

Take a gulp and take a breath

And go ahead and sign the scroll

And I'll I need to say is

The boss is on a roll

This poor unfortunate soul"

Silly signed it, desperate for her brother.

"Gentuga shmuga

Hell's powers that'll be

Thenaro felense

El strict no nonsense

La mind to me.

Now think!"

Silly was thinking about imaginative things.

"Keep thinking!"

And then, a ball of light came out of her head and into Maleficent's, who started laughing evilly.

"So master, what do you want me to write in this book again?" Looney said a bit sarcastically.

"That the 'heroes' lose and 'villains' win." Scar said.

Then, there was a flash of green light, and Scar just vanished into thin air.

Malificent came when he vanished.

"Thank your sister." The fairy said.

"No, what'd she do?" Looney asked.

"She gave her imagination."

"What?"

"I'm so happens that your sister Signed a little contract."She sang.

"No!"

"Even drew a little heart

Above the 'I'

Is it binding?

Goodness yes.

Unbreakable!

Unless..."

"Unless?"

"There is a little something we could try."

"Go on..."

"Perhaps we could arrange a sort of trade off."

"What?"

"Perhaps trade your sister's mind for say your own?"

A contract appeared

"Sign the scroll and set her free,

Or else she comes with me,

To suffer through eternity

Alone.

That poor little girl, she won't be able to write anything, and reading will just be seeing words on paper."

"It's not my mind your after, it's my power!"

"Which would you rather be, a writer, or a brother?"

Looney signed the contract.

"Yes!

And now you poor unfortunate soul!

Times up!

You're through!

Now the power of Walt Disney

Has been once again made whole

All magic of Creativity

And the Shell in my control

And now dark shall reign forever

And you will burn like coal!

Now see for yourself how death feels!

You poor unfortunate soul!"

Of course, Looney had escaped before the last line.

And ran right into Silly. h


	12. Chapter 12

Brother knows best

"Are you sure these two know what they're doing?" Mockey asked the mirror.

"They sacrificed themselves for each other. Wouldn't you do the same for your own brother?" The mirror replied.

"Hey, maybe Oswald can help them!"

"Imagination, they will find. It will never leave their mind."

"Looney, what are we going to do?" The girl asked.

"I'm not sure." The boy answered.

"My imagination is gone, and all I have is this pen."

"Looney, that's it!"

"What?"

"We use Walt's pen to send Malificent back to the dead!"

"But we'd have to imagine it first, and we can't do that."

"I just did."

"Wait, do you remember what the mirror said to us while we were getting out of the castle?"

"'One of you is much more powerful than the other, but it is hard whether to tell if it's sister or brother."

"Silly, it's you! You're the one with more power! You can beat Maleficent!"

"Are you sure?"

"Positive"

"Okay, I'm going to need you to distract her."

"And I'm going to need a pig."

A local farmer had decided to generously lend a pig as long as it was returned safe and sound. It's name was Daniel.

So, they went back to where Maleficent was, and Looney put on a grass skirt and flower in his hair.

"Luau!" He cried.

"If your hungry for a hunk and fat and juicy meat,

Eat my buddy daniel here because he is a treat,

If you want to dine,

On some tasty swine,

All you have to do is get in line.

Aaare you achin'?"

"Yup,yup,yup." Apparently, the pig could talk.

"Fooor some bacon?"

"Yup, yup, yup."

"Heee's a big pig."

"Yup, yup, yup."

"You can be a big pig too, oy!"

"And what is this?" Maleficent asked.

"Dinner and a show." Looney said.

"You're feeding me?"

"Of course, your evilness."

"That pig is still alive!"

"Well, that was the show part."

"Then where is dinner?"

"It'll be out soon."

Silly was sneaking over to the book, Walt's pen in hand.

Unfortunately, Maleficent saw this.

"You fools! Did you think you could stop me?" The fairy asked, grabbing the two with her magic.

"I've got news for you, Maleficent." Looney said. "Good. Will. Always. Win!" He said clicking the pen and turning it into a sword.

Silly did the same thing with Walt's pen, though while the regular pen looked pretty plain, Walt's sword was highly decorated, with a glow of magic and a three circle mickey, obviously a symbol to say it only belonged to Disneys. But it seemed to make an exception for this little girl.

The two cut through the magic bonds with their swords. Maleficent changed into her dragon form, spilling out fire everywhere. However, Silly seemed to be able to direct it with her sword, so it went back to the dragon. Maleficent tripped the girl with her tail, and the sword flew in the air.

"Foolish girl, did you think you could possibly defeat me?" The dragon cackled, until the sword landed on her back, killing her.

The sword went back to Silly and it, as well as the sword in Looney's hand, went back into a pen.

"That was so amazing." Looney said.

"It's amazing you managed to do it all while wearing a dress." Silly teased.

Looney realized he hadn't changed out of the grass skirt and flower, blushed, and quickly took them off .


	13. Chapter 13

Happily ever after(For now)

"Silly Symphonies and Looney Tune," Mickey announced, "For saving many parts of our world, we name you officially our newest Disney prince and princess."

Donald gave the two crowns. They were standing in a room where all Disney characters, besides villains, were.

"But how did the villains come back?" Looney asked the question on everyone's mind.

"Our most logical explanation is Hades brought them back for some reason. But there could be numerous other explanations."

"Why did the pen work for me?" Silly asked.

"Because it just... Did. Only one other person was able to use it. The pen has a mind of it's own."

"Well, that's enough questions. Kaa, Taka, come here."

The snake and the lion came up to the mouse.

"You two were both villains who were made into heroes. Quite literally, in Taka's case. As a result I will grant you both one wish."

"I'd simply want my hypnotism back, please." Kaa stated.

"Well, it should be back now. Taka, what do you want?"

The lion whispered into the king's ear.

"Well, if that's it."

And soon, a beautiful lioness appeared.

"Una!" Taka cried.

"Long time, no see." The lioness simply stated.

"Thanks, Mickey!"

"'Unataka?'" Rafiki said, wondering why it sounded so familiar to say their names together.

"And now for your wishes, Looney and Silly." The mouse stated.

"I wish that we could keep the pens and learn their secrets," Looney said. "And, after Silly makes her wish, that we return to the exact point and time we left."

"That sounded like three wishes." Genie muttered to himself.

"I'll allow it." Mickey said, hearing Genie. "And what do you want Silly?"

The girl whispered in the mouse's ear. Then there was a bright flash of light.

And them the two were gone

Walt was having trouble, he had just lost the rights to his best character over a contract he didn't look over very carefully. Then a bright flash of light appeared in his office.

"Nice wish." Looney said, then put a quarter and two pennies on Walt's drawing board. "Some 'tokens' of faith."

"How'd you get in here?" Walt asked.

"Magic." Silly stated, very matter-of-fact.

"Well unless you two can come up with a hit character, then you should please leave my office."

"Try the coins on the drawing board." Looney suggested.

Suddenly, the two began to glow.

"Aw, we just got here!" Silly complained.

"Hey Walt, before we go, don't lose sight of one thing!" Looney shouted. "That it all started, with a mouse!"

A bright light flashed again, as the word 'mouse' seemed to echo.

Walt started tracing the coins on the drawing board.

This could work.

Looney and Silly soon arrived back at Toon Town.

"Mommy! The two kids came out of the mirror!"

"Billy, you've been watching too many cartoons."

Looney and Silly just laughed, and were glad they could finally just have a day of fun liked they planned.

The end.

"I don't think so..." Said a dark sinister voice from the shadows. Then they just vanished.

The end?


End file.
